<PAGE>
As Filed with the Securities and Exchange Commission on August 15,1996
Registration No. ______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
ALPHA TECHNOLOGIES GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 76-0079338
- ------------------------------------ ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Joseph Greenberger, Esq.
10880 Wilshire Boulevard Greenberger & Forman
Suite 1400 1370 Avenue of the Americas
Los Angeles, California 90034 New York, NY 10019
(310) 441-7038 (212) 757-4001
- --------------------------------- ----------------------------------
(Address, including zip code, (Name, address, including zip code
and telephone number, including and telephone number, including
area code, of issuer's area code, of agent for service)
principal executive offices)
--------------
Approximate date of commencement of proposed sale to the public: As
soon as possible after the effective date of this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Shares Amount Maximum Maximum
to be to Aggregate Price Aggregate Amount of
Registered be Registered Per Unit (1) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.03 par value....... 265,000 $5.625(1) $1,490,625(1) $514.01
=======================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) of the Securities act of 1933, based on the
last sale price of the common Stock as reported on the Nasdaq Stock
Market on ________.
-----------------
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
===============================================================================
<PAGE>
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained or
incorporated by reference in this Prospectus in connection with the offer
contained in this Prospectus, and, if given or made, such other information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholder. This Prospectus does not constitute an offer to sell
or a solicitation of an offer to buy the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the date
hereof.
The date of this Prospectus is August 15, 1996.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 15, 1996
PROSPECTUS
ALPHA TECHNOLOGIES GROUP, INC.
265,000 shares of Common Stock, $.03 par value
This Prospectus relates to 265,000 shares ("Shares") of Common Stock,
$.03 par value per share ("Common Stock"), of Alpha Technologies Group, Inc.
(the "Company" or "Alpha") offered for sale by the security holder (the "Selling
Stockholder") of the Company listed under "Selling Stockholder." The Company
will receive no proceeds from the sale of the Shares covered by this Prospectus.
The Common Stock is listed on the Nasdaq Stock Market ("Nasdaq") and
traded on the Nasdaq National Market System ("Nasdaq National Market") under the
symbol ATGI. The last reported sale price of the Common Stock on the Nasdaq
National Market on August 14, 1996 was $5.625 per share.
The Shares covered by this Prospectus may be offered for sale from time
to time on the Nasdaq National Market or otherwise at prices the obtainable. The
Company has agreed to indemnify the Selling Stockholder against certain
liabilities, including liabilities under the Securities Act of 1933 (the "Act").
See "Plan of Distribution."
It is anticipated that usual and customary brokerage fees will be paid
by the Selling Stockholder on the sale of the Shares offered hereby. The Company
will pay the other expenses of the offer of 265,000 Shares by the Selling
Stockholder, as described in this Prospectus (the "Offering"). See "Plan of
Distribution." The Offering, and the effectiveness of the Registration Statement
of which this Prospectus is part, will terminate one year from the date of this
Prospectus or on the earlier sale by the Selling Stockholder of all the Shares
offered by him hereby.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. SEE "RISK FACTORS" AT PAGES 5-7.
<PAGE>
CONTENTS
Page
Available Information................................................... 2
Documents Incorporated by Reference ................................... 3
Prospectus Summary ..................................................... 3
The Company ............................................................ 4
Risk Factors ........................................................... 5
No Proceeds from Offering to the Company................................ 9
Selling Stockholder.....................................................10
Plan of Distribution....................................................10
Expert..................................................................11
Legal Opinions..........................................................11
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities........................................12
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Exchange
Act of 1934 (the "Exchange Act"), and in accordance therewith files, reports,
proxy and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such material may be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at
prescribed rates. The Common Stock is traded on the Nasdaq National Market.
Reports and other information concerning the Company may be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act of 1934 (the "Act"), with respect to the
Common Stock offered hereby (including all amendments and supplements thereto,
the "Registration Statement"). The Registration Statement, including exhibits
and schedules thereto, may be obtained from the Commission's principal office at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of
the fees prescribed by the Commission. This Prospectus, which forms part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits filed therewith, certain parts of which
have been omitted in accordance with the rules and regulations of the
Commission. Statements contained in this Prospectus as to the contents of any
document referred to are not necessarily complete and in each instance reference
is made to the copy of the appropriate document filed as an exhibit to, or
incorporated by reference into, the Registration Statement, each statement being
qualified in all respects by such reference.
2
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, filed with the Commission (File No. 14365)
pursuant to the Exchange Act, are hereby incorporated by reference; Annual
Report on Form 10-K-SB for the fiscal year ended October 29, 1995; and Quarterly
Reports on Form 10-Q for the fiscal quarters ended January 28, 1996 and April
28, 1996. In addition, all documents filed by the Company pursuant to sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
and before the termination of the Offering shall be deemed incorporated by
reference herein and to be a part of this Prospectus from the date of filing of
such documents. Such incorporation shall not be deemed to incorporate by
reference the information referred to in Item 402(a)(8) of Regulation S-K. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purpose of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any or all of the foregoing
documents described above which have been incorporated by reference in this
Prospectus, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents.) Such request should
be directed to: Investor Relations, Alpha Technologies Group, Inc., 10880
Wilshire Boulevard, Suite 1400, Los Angeles, California 90034; telephone number
310-441-7038; facsimile number 310-441- 7039.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus or incorporated herein by
reference and the financial statements which are incorporated herein by
reference.
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<S> <C>
THE COMPANY.......................................... The Company designs, manufacturers and
sells thermal management products and
connectors. The Company's thermal
management products serve the
microprocessor, computer, consumer
electronics, transportation and power supply
industries, and its connector aerospace,
telecommunications, medical electronics,
automotive and defense industries.
RISK FACTORS......................................... This Offering involves substantial risk. See
"Risk Factors."
3
<PAGE>
SECURITIES OFFERED................................... 265,000 shares of Company Common Stock,
par value $.03 per share.
OFFERING PRICE ...................................... All or part of the shares offered hereby may be
sold from time to time in amounts and on
terms to be determined by the Selling
Stockholder at the time of sale.
SELLING STOCKHOLDER.................................. The Shares being offered hereby are being
offered for the account of the Selling
Stockholder. See "Selling Stockholder."
USE OF PROCEEDS...................................... The Company will receive no part of the
proceeds from the sale of the shares registered
pursuant to this Prospectus.
TERMINATION OF OFFERING.............................. This Offering will terminate by the first
anniversary of the date hereof, or on
the earlier sale by the Selling
Stockholder of the Shares offered
hereby.
NASDAQ TRADING SYMBOL................................ ATGI.
</TABLE>
THE COMPANY
The Company designs, manufacturers and sells thermal management
products and connectors. Its thermal management products serve the
microprocessor, computer, consumer electronics, transportation and power supply
industries, and its connector products serve the aerospace, telecommunications,
medical electronics, automotive and defense industries.
The Company's thermal management products, principally heat sinks,
remove excess heat generated by electronic components within personal computers,
power supplies, stereo amplifiers and other electronic systems. Its Penguin
Cooler(TM) line of heat sinks is designed to solve the thermal management
problems of the microprocessor and personal computer markets. The Company also
designs, manufacturers and sells miniature, micro-miniature and nano-miniature
connectors to meet rigid industrial and military specifications. Most of the
Company's connectors are customized products sold to niche markets.
The Company entered the thermal management business in October 1993,
when it acquired Wakefield Engineering, Inc. In August 1994, the Company
acquired Aham Tor Inc., a manufacturer of heat sinks. In June 1995, the Company
acquired Specialty Extrusions, Ltd., a manufacturer of aluminum extrusions, the
primary raw material of heat sinks. In June 1994, the Company entered the
connector business when, through its Uni-Star Industries, Inc. subsidiary, it
acquired the Interconnect System Division of Microdot Inc. The Company recently
entered into a definitive agreement to acquire Lockhart Industries, Inc., a
designer and manufacturer of sophisticated thermal management products, located
in Paramount, California.
4
<PAGE>
Alpha Technologies Group, Inc. was incorporated under its original
corporate name, Synercom Technology, Inc., as a Texas corporation in 1969, and
was reincorporated in Delaware in 1983. Originally a software company, the
Company sold the assets and business of the software operations, in September
1994. The Company's corporate headquarters are located at 10880 Wilshire
Boulevard, Suite 1400, Los Angeles, California 90034. Its telephone number is
310-441-7038, and its facsimile number is 310-441-7039. Unless the context
otherwise requires, "Company" refers to Alpha Technologies Group, Inc. and its
subsidiaries, and "Management" refers to the management of the Company.
RISK FACTORS
Prospective investors should carefully consider the following risk
factors in addition to the other information set forth in this Prospectus before
making any decision to invest in the Debentures.
Fluctuations in Operating Results and Recent Quarterly Loss
The Company's operating results are affected by a number of factors,
many of which are outside the Company's control. These factors have in the past
and could in the future materially and adversely affect net sales, gross margins
and profitability. They include: the volume and timing of orders received;
competitive pricing pressures; changes in the mix of products sold; potential
cancellation or rescheduling of orders; changes in the level of customer
inventories of the Company's products; the timing of new product and
manufacturing process technology introductions by the Company or its
competitors; availability of manufacturing capacity; and market acceptance of
new or enhanced products introduced by the Company. Additionally, the Company's
growth and results of operations are currently being, have in the past been, and
could in the future be, adversely affected by downturns in the personal
computer, microprocessor or electronics industries.
Both of the Company's principal operating subsidiaries were adversely
impacted during the third fiscal quarter of 1996 by a slow down in the markets
they serve. Revenues for this quarter were $16.8 million, a decrease from the
$17.4 million reported in the same period last year. Net loss for the quarter
was $740,000, or $.12 per share, which included $625,000 in non-recurring
charges, including a disputed purchase commitment, a write-down of inventory,
costs related to the termination of an acquisition effort and severance
payments. Without the charges, the Company's net loss would have been $.02 per
share. For the comparable 1995 quarter, the Company reported
net income of $1.6 million, or $.24 per share, inclusive of a benefit for income
taxes of $.07 per share. Operating results were adversely affected by a decrease
in gross profits resulting from the inclusion of sales of its Specialty
subsidiary, which have lower margins than the Company's other products, higher
manufacturing costs reflecting overhead added in anticipation of a substantial
increase in demand for Penguin(TM) Cooler heat sings which has yet to
materialize, certain manufacturing inefficiencies, and a change in the mix of
products sold.
5
<PAGE>
The Company's ability to reduce costs quickly in response to revenue
shortfalls is limited. This limitation was exacerbated during fiscal 1996
because the Company had anticipated a very strong sales year for its Penguin
Coolers(TM) line of heat sinks and created an overhead structure in line with
its forecasts, including investment in additional equipment and personnel to
increase production capacity. This increased demand has not yet materialized and
the Company has taken steps to reduce costs and improve manufacturing
inefficiencies. Although Management believes demand for its thermal management
products will increase during the remainder of calendar 1996, there can be no
assurance that such demand will materialize or that the Company will be able to
use its additional manufacturing capacity.
Generally, the profit margins on connectors are higher than for those
on thermal management products, and profit margins on customized connectors are
higher than those on standard connectors. Nevertheless, connector sales and
gross margins thereon can vary significantly from period to period, depending,
in large part, on the timing of orders for connectors used in military
applications. Revenues and operating results during the Company's fiscal quarter
ending July 28, 1996, reflected, in part, that variation. In addition, the
Company's backlog is not indicative of future operating results. These and other
factors can materially adversely affect the Company's operating results for one
or more quarters.
The Company expects its operating results to continue to fluctuate.
Results of operations in any one period should not be considered indicative of
results to be expected for any future period, and fluctuations in operating
results may also cause fluctuations in the market price for the Common Stock.
Management of Changes
The Company's revenues have grown significantly since October 1993, due
to several acquisitions. It entered the thermal management business in October
1993, when it acquired Wakefield Engineering, Inc., which operates the Company's
thermal management products business. In August 1994, the Company acquired Aham
Tor Inc., another manufacturer of heat sinks. In June 1995, the Company acquired
Specialty Extrusions, Ltd., a manufacturer of aluminum extrusions, the primary
raw material in heat sinks. In June 1994, the Company entered the niche-market
connector business when, through its Uni-Star Industries, Inc. subsidiary, it
acquired the Interconnect System Division of Microdot, Inc. In addition, the
Company has recently entered into a definitive agreement to acquire Lockhart
Industries, Inc., a designer and manufacturer of sophisticated thermal
management products. In addition, during fiscal 1996, the Company has invested
in machinery to increase its capacity especially related to the Penguin
Cooler(TM) product line. Such expansion will further increase the
responsibilities of Management.
The Selling Stockholder was the President of Uni-Star Industries, Inc.,
the subsidiary of the Company in the connector business, until November 1995.
Harry Chase, the President of Wakefield Engineering Inc., the subsidiary of the
Company in the thermal management products business, retired in June 1996. He
remains in a consulting capacity. Although a new President was recently hired by
the Company's Uni-Star Industries, Inc. subsidiary, successful transition to new
operational management can not be assured. The Company is currently seeking a
new president for its Wakefield subsidiary. See "Risk Factors - Dependence on
Key Members of Management and other Executive Officers," below.
6
<PAGE>
The growth in revenues, the manufacturing capacity expansion, and the
changes in operational management have resulted in increased responsibilities
for Management.
Dependence Upon Key Members of Management and Other Executive Officers
The success of the Company is largely dependent on the efforts of
Marshall D. Butler, Chairman of the Board, and Lawrence Butler, President and
Chief Executive Officer. The loss of their services could have a material
adverse effect on the Company's business and prospects. The Company entered into
a three-year employment agreement with Lawrence Butler in August, 1995. The
Selling Stockholder was (until November 1995) President and (until the date of
this Prospectus) a 20% stockholder of Uni-Star Industries, Inc., the subsidiary
of the Company engaged in the connector business. See "Selling Stockholder,"
below.
Future Potential Acquisitions
All the Company's current revenues are derived from businesses acquired
since October 1993. See "Risk Factors - Management of Changes." The Company
intends to continue to pursue acquisitions of businesses and product lines which
Management believes have significant growth possibilities. There can be no
assurance that future acquisitions will be profitable.
Dependence on Certain Industries
Sales of connectors to customers in the defense industry account for a
significant portion of connector sales. A decline in the defense budget for
programs which use the Company's connectors could adversely affect the Company's
operating results. In addition, sales of the Company's thermal management
products to customers in the microprocessor industry accounted for most of the
growth in sales of such products since the Company's entry into the business in
October 1993. A decline in the growth of demand for high-performance
microprocessors could cause a decline in the growth of sales of the Company's
thermal management products and adversely affect its operating results. During
the nine months ended July 28, 1996, both of the Company's product lines
suffered from the sluggishness of the electronics markets which they serve.
Quality Control Standards
The Company's products are incorporated into high technology products
manufactured by original equipment manufacturers ("OEMs") and, accordingly, must
meet exacting specifications. A substantial portion of the Company's OEM
customers require the Company to qualify as an approved supplier. In order to so
qualify, the Company must satisfy stringent quality control standards and
undergo extensive in-plant inspections of its manufacturing processes, equipment
and quality control systems. There can be no assurance that the Company will be
able to meet future customer quality requirements.
7
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Competition
Supplying components for use in electronic products is highly
competitive. Competition is based on many factors, including product quality and
reliability, timely delivery, price and ability to develop customer-specific
solutions to thermal management problems. Many companies offer products and
services similar to those offered by the Company, and several of these
competitors are divisions of larger companies with access to greater financial
and marketing resources. There can be no assurance that competitors will not
develop products that are superior to the Company's products. Further, there can
be no assurance that the Company will not experience additional price
competition, and that such competition may not adversely affect the Company's
position and results of operations.
Technological Changes
The markets for the Company's products are characterized by
technological advances, changes in customer requirements, product introductions
and evolving industry standards. The Company believes that its future success
will depend, in part, on its ability to continue to develop and market products
and product enhancements cost-effectively, which will require continued
expenditures for product engineering, sales and marketing. There can be no
assurance that the Company will be able to modify its products to meet its
customers' needs or that its markets will accept the Company's product
offerings.
Raw Materials Cost
The Company is dependent on aluminum for the production of its
products. Historically, price for aluminum has experienced substantial
volatility. A significant cost increase for aluminum would have a material
adverse effect on the Company's results of operations.
Control by Management and Certain Directors
Members of Management and the Board of Directors, individually and
through partnerships controlled by certain members of Management and the Board,
beneficially own 2,071,687 shares of Common Stock in the aggregate, representing
31.3% of the currently outstanding shares of Common Stock (including options as
of July 31, 1996 for 410,327 shares of Common Stock exercisable within 60 days,
but not including options for 392,673 shares of Common Stock exercisable after
60 days). By virtue of such ownership and their positions with the Company,
Marshall D. Butler and Lawrence Butler may have the practical ability to
determine the election of all directors and control the outcome of substantially
all matters submitted to the Company's stockholders. Such concentration of
ownership could have the effect of making it more difficult for a third party to
acquire, or discourage a third party from seeking to acquire, control of the
Company.
8
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Environmental Considerations
The Company's manufacturing operations are subject to environmental
laws and regulations which govern waste water discharges, air emissions and the
handling and disposal of solid and hazardous wastes and the remediation of
contamination associated with the disposal of such wastes.
Potential Anti-Takeover Effects of Delaware Law; Possible Issuances of
Preferred Stock
Certain provisions of Delaware law could delay, impede or make more
difficult a merger, tender offer or proxy contest involving the Company, even if
such events could be beneficial to the interests of the stockholders. Such
provisions could limit the price that certain investors might be willing to pay
in the future for shares of Common Stock. In addition, shares of preferred stock
can be issued by the Board of Directors without stockholder approval on such
terms as the Board may determine. The rights of the holders of Common Stock will
be subject to, and may be adversely affected by, the rights of the holders of
any preferred stock that may be issued in the future. Moreover, although the
ability to issue preferred stock may provide flexibility in connection with
possible acquisitions and other corporate purposes, such issuance may make it
more difficult for a third party to acquire, or may discourage a third party
from acquiring, a majority of the voting stock of the Company.
NO PROCEEDS FROM OFFERING TO THE COMPANY
The Company will receive no part of the proceeds from the sale of any
of the shares by the Selling Stockholder.
9
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SELLING STOCKHOLDER
The 265,000 shares of Common Stock offered hereby were issued, on the
date of this Prospectus, by the Company to Mr. Castleman in exchange for the 20%
of the outstanding common stock of Uni-Star Industries, Inc., which, prior to
the exchange, was an 80%-owned subsidiary of the Company. Uni-Star Industries,
Inc. became a wholly-owned subsidiary of the Company as a result of the
exchange. The Selling Stockholder was President of Uni-Star Industries, Inc.
from June 1994 until November 1995. To the best of the Company's knowledge, the
Selling Stockholder has not held any office nor maintained any material
relationship with the Company or any of its predecessors or affiliates over the
past three years. The following table sets forth information concerning the
Selling Stockholder's beneficial ownership of Shares as of the date of this
Prospectus and the maximum number of Shares that may be sold by the Selling
Stockholder hereunder.
Shares owned
owned prior Shares to be Shares owned
Selling Stockholder to Offering sold in Offering After Offering
------------------- ------------ ---------------- --------------
Neal Castleman 265,000(1) 265,000 0
PLAN OF DISTRIBUTION
The 265,000 Shares registered for sale in this Offering were issued by
the Company to the Selling Stockholder on the date of this Prospectus in
exchange for 20% of the outstanding common stock of Uni-Star which, prior to the
exchange, was an 80%-owned subsidiary of the Company. Uni- Star Industries, Inc.
became a wholly-owned subsidiary of the Company as a result of the exchange. The
Selling Stockholder was President of Uni-Star Industries, Inc. from June, 1994
until November, 1995.
The Selling Stockholder will be free to sell the Shares issued to him
on the date of this Prospectus in this Offering for a period of one year from
the date of the Prospectus or his earlier sale of all the Shares on the Nasdaq
market system or otherwise. The Company will pay no charges or commissions in
connection with the issuance of the Shares. It is anticipated that usual and
customary brokerage fees will be paid by the Selling Stockholder upon sale of
the Share offered hereby. The Company will pay the other expenses of this
Offering. The Shares may be sold from time to time by the Selling Stockholder.
Such sales may be made at prices and at terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
Shares may be sold by one or more of the following: (a) a block trade in which
the broker so engaged will attempt to sell the Shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) an exchange distribution
- --------
1 Mr. Castleman is a limited partner in Steel Partners II, L.P., a private
investment partnership which owns Shares, in which Mr. Castleman has a
beneficial interest.
10
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in accordance with the rules of Nasdaq; and (d) ordinary brokerage transactions.
In effecting sales, brokers or dealers engaged by the Selling Stockholder may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Stockholder in amounts to be
negotiated prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meeting of the Act in connection with such sales.
EXPERT
The financial statements incorporated by reference in this Prospectus
have been audited by Arthur Andersen LLP, independent certified public
accountants, as indicated in its report with respect thereto, and are included
herein upon the authority of said firm as experts in accounting and auditing in
giving said report.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Greenberger & Forman, 1370 Avenue of the
Americas, New York, New York 10019.
11
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
12
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance And Distribution
The expenses in connection with the issuance and distribution of the
Common Stock to be registered are estimated (except for the Securities and
Exchange Commission filing fee) below. All such expenses will be paid by the
Registrant.
Securities and Exchange Commission Filing Fee $ -
Accounting Fees and Expenses $ *
Legal Fees and Expenses $ *
Blue Sky Filing Fees and Expenses $ *
Printing Costs $ *
Miscellaneous $ *
------
Total Expenses $ *
======
------
*To be filed by amendment.
Item 15. Indemnification of Directors And Officers
Limitation of Liability. Section 145 of the Delaware General
Corporation Law (the "DGCL") and the Company's By-Laws provide for
indemnification of the Company's By-Laws, directors and officers and certain
other persons. Under Section 145 of the DGCL and the Company's By-Laws,
directors and officers of the Company may be indemnified by the Company against
all expenses incurred in connection with actions (including, under certain
circumstances, derivative actions) brought against such director or officer by
reason of his or her status as a representative of the Company, or because such
director or officer serves or served as a representative of another entity at
the Company's request, so long as the director or officer acted in good faith
and in a manner he or she reasonable believed to be in, or not opposed to, the
best interests of the Company.
Pursuant to the DGCL, the Company has adopted provisions in its
Certificate of Incorporation which eliminate the personal liability of its
directors and officers to the Company and its stockholders for monetary damages
for breach of the directors' fiduciary duties in certain circumstances and which
authorize the Company to indemnify its directors, officers and other agents, by
bylaw, agreement or otherwise, to the fullest extent permitted by law.
Generally, a director will be liable for monetary damages only for a breach of
the duty of loyalty, a failure to act in good faith, intentional misconduct, a
knowing violation of law, an improper personal benefit, or an illegal dividend
or stock repurchase, but not for negligence or gross negligence in satisfying
the duty of care. The Company's Bylaws require the Company to indemnify its
directors, officers, employees and other agents to the fullest extent permitted
by law. Generally, a director will be entitled to be indemnified against a claim
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<PAGE>
if a majority of the directors who are not parties, independent legal counsel,
or the stockholders determines that the director acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to a criminal action, had no
reasonable cause to believe his or her conduct was unlawful; and his or her
expenses may be advanced by the Company if the director undertakes to reimburse
them if it is ultimately determined that he or she was not entitled to
indemnification.
Indemnification Agreements. The Company has entered into an
indemnification agreement with each of its officers and directors. The
agreements provide that in the event any such executive officer or director, is
or becomes a party or a witness or other participant in any threatened, pending
or completed action, suit or proceeding (an "Action") relating to the fact that
such person is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, the Company shall
indemnify such person to the fullest extent or permitted by the DGCL. In
addition, the agreement provides that all reasonable expenses (including legal
fees) incurred by any such person shall be paid by the Company in advance of the
final disposition of any Action.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issuer.
Item 16. Exhibits
The following documents have been previously filed as Exhibits and are
incorporated herein by reference, except those exhibits indicated with an
asterisk which are filed herewith:
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
3.1 Certification of Incorporation of the Company,
as amended,(1)(2)
3.1(a) Amendment to the Certification of Incorporation
of the Company(3)
3.2 By-laws of the Company.(4)
5 Opinion of Greenberger & Forman with respect to the
legality of the securities being registered.*
23.1 Consent of Arthur Andersen LLP*
23.2 Consent of Greenberger & Forman (contained in Exhibit 5)
- --------------------------
* Filed herewith.
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<PAGE>
(1) Incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-2979), which became effective March 7, 1986.
(2) Incorporated by reference to the Company's Registration Statement on Form
S-8, filed September 28, 1987 (Reg. No. 33-17359)
(3) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended October 29, 1995.
(4) Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended October 31, 1991.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
provided, however, that paragraphs (i) and (ii) above do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona-fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona-fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to Item 15 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on August, 1996.
ALPHA TECHNOLOGIES GROUP INC.
By:
---------------------------------------
Lawrence Butler, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates indicated.
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<PAGE>
We, the undersigned officers and directors of ALPHA TECHNOLOGIES GROUP
INC, hereby severally constitute and appoint Joseph Greenberger and Johnny
Blanchard and each of them (with full power to each of them to act alone), our
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for us and in our stead, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or advisable to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Lawrence Butler
- ------------------------------------ President, Chief Executive August 15, 1996
Lawrence Butler Officer, and Director
- ------------------------------------- Chairman of the Board August , 1996
Marshall Butler
/s/ Johnny J. Blanchard
- ------------------------------------- Chief Financial Officer August 15, 1996
Johnny J. Blanchard (Principal Financial and
Accounting Officer)
/s/ Donald K. Grierson
- ------------------------------------- Director August 15, 1996
Donald K. Grierson
- ------------------------------------- Director August , 1996
Frederic Heim
- ------------------------------------- Director August , 1996
Michael J. Konigsberg
/s/ Warren Lichtenstein
- ------------------------------------- Director August 15, 1996
Warren Lichtenstein
/s/ Kenneth Rind
- ------------------------------------- Director August 15, 1996
Kenneth Rind
</TABLE>
17
